TERMS AND CONDITIONS OF SALE
1. Applicable conditions
1.1
These terms and conditions of sale (the “Terms and Conditions”) apply to all sales and deliveries of products from Nordic Medical Solutions Scandinavia ApS, Axel Towers, Axeltorv 2F, 5th floor, DK-1609 Copenhagen V, Denmark, CVR-no. 40641246 (“Nordic Medical Solutions Scandinavia”) to the customer (the “Customer”).
1.2
Unless otherwise agreed in writing, all products sold by Nordic Medical Solutions Scandinavia to the Customer are covered by these Terms and Conditions including but not limited to, medical devices, cosmetics and disposables (the "Product(s)").
2. Orders
2.1
A binding agreement between Nordic Medical Solutions Scandinavia and the Customer is concluded when Nordic Medical Solutions Scandinavia has confirmed the Customer’s online order for the Products (the “Purchase Order”).
2.2
All orders must be submitted by filling out Nordic Medical Solutions Scandinavia’s online order form. A Purchase Order is binding on the part of the Customer.
2.3
All orders are subject to availability of the Products, and Nordic Medical Solutions Scandinavia reserves the right to cancel any order in the system or agreement in accordance with clause 13 below.
3. Compliance with applicable laws and regulations
3.1
Nordic Medical Solutions Scandinavia acts as an international wholesaler and distributor and, therefore, Nordic Medical Solutions Scandinavia cannot ensure worldwide compliance. Except as specified in these Terms and Conditions, Nordic Medical Solutions Scandinavia does not assume any liability for compliance with legislation applicable to the Customer or the Products in jurisdictions in which the Customer is established, conducts business or intends to use the Products.
3.2
By accepting these Terms and Conditions, the Customer proactively takes the responsibility of being in compliance with and to strictly follow current international and national legislation applicable for the Products and its business.
3.3
The Customer warrants that it will obtain and maintain all permits, licenses and authorisations, and make all required notifications to relevant authorities, necessary for the import, marketing and distribution of the Products, including for reviewing and approving all product packages, labels and product information (e.g. the summary of product characteristics and the package leaflet) to ensure compliance with applicable laws and regulations.
3.4
The Customer warrants that it will be responsible for all post marketing obligations (if any), including market surveillance activities, such as reporting of substantial changes to the product specifications and quality systems, reporting of adverse events, handling of complaints, customer notifications and recalls.
3.5
The Customer warrants that any handling obligations or selling restrictions attached to the Products (following from e.g. these Terms and Conditions, the product package or applicable laws and regulations) as to further resale or import of the Products will be complied with, and that the Customer will impose such restrictions on any subsequent customers of the Products.
4. Pricing
4.1
Prices stated in pricelists and previously paid prices are not binding with regard to subsequent Purchase Orders.
4.2
Unless otherwise stated, all prices are exclusive of VAT, custom duties, taxes and the like.
5. Payment
5.1
Unless otherwise agreed in writing, the Products are subject to thirty (30) days payment to Nordic Medical Solutions Scandinavia.
5.2
If the Customer fails to pay any sum on the due date for payment, Nordic Medical Solutions Scandinavia is entitled to charge default interest at the rate of 2 per cent per calendar month or fraction of month from the due date.
5.3
The Customer is not entitled to set off any amounts payable to Nordic Medical Solutions Scandinavia, whether stemming from the same or other Purchase Orders.
6. Delivery
6.1
Nordic Medical Solutions Scandinavia must deliver the Products to the Customer as agreed between the parties and perform its obligations in accordance with the invoice and these Terms and Conditions. Delivery shall take place in accordance with the Incoterm stated in the Purchase Order confirmation. Unless otherwise stated, shipments to Norway and Iceland will be delivered DAP (Incoterms 2020), whereas shipments to Denmark, Sweden and Finland will be delivered DDP (Incoterms 2020).
6.2
In case of delay, Nordic Medical Solutions Scandinavia will promptly notify the Customer thereof. Delay is only a material breach of these Terms and Conditions if such delay persists for more than fourteen (14) days.
6.3
Nordic Medical Solutions Scandinavia reserves the right to withhold the delivery of the Products if any sum due to Nordic Medical Solutions Scandinavia is overdue or if, in the opinion of Nordic Medical Solutions Scandinavia, the credit standing of the Customer has been impaired for any other reason, until such time as payment is received.
6.4
The sole and exclusive remedy of the Customer in case of delay is a credit or repayment of the purchase sum, at the discretion Nordic Medical Solutions Scandinavia.
7. Defects
7.1
Since Nordic Medical Solutions Scandinavia solely acts as an international wholesaler and distributor and not as the manufacturer of the Products, Nordic Medical Solutions Scandinavia makes no representation or warranty of any kind, express or implied, with respect to the Products or their merchantability or fitness for a particular purpose. The Customer must instead rely on representations and warranties, if any, provided directly to the Customer by the manufacturer.
7.2
Upon receipt of the Products, the Customer must examine and inspect the Products immediately. Possible claims for non-
NORDIC MEDICAL SOLUTIONS SCANDINAVIA APS • AXEL TOWERS • AXELTORV 2F, 5TH FLOOR • 1609 COPENHAGEN V • DENMARK • OFFICE TEL.: +45 7370 7880 • CO. REG. NO. 40641246
conformities/defects must be submitted in writing to Nordic Medical Solutions Scandinavia within five (5) days after the receipt of the Products, or as soon as the Customer exercises control over the Products, regardless of whether the Customer has made an actual inspection or examination. Customary industry deviations shall not be considered as non-conformities/defects. The notification to Nordic Medical Solutions Scandinavia must include a full and complete description of the complaint and any action taken in response to the complaint by the Customer.
7.3
The Customer warrants that the Customer, and if the Customer is not entitled to do so, then any subsequent customers who are entitled thereto, will perform an appropriate inspection of the Products delivered by Nordic Medical Solutions Scandinavia immediately on delivery of the Products.
7.4
In the case of justified and properly notified complaints, Nordic Medical Solutions Scandinavia shall only be obligated, at its discretion, to reduce the price, remedy the defect, replace the Products or take them back and refund the purchase price. These are the sole remedies available for the Customer.
7.5
Products, which Nordic Medical Solutions Scandinavia consents or directs in writing to be returned, will be returned (Incoterms 2020) by the Customer to Nordic Medical Solutions Scandinavia or such other destination directed by Nordic Medical Solutions Scandinavia. Nordic Medical Solutions Scandinavia shall decide means of transportation (e.g. by ship, air, truck) and forwarding agent in each case.
7.6
Nordic Medical Solutions Scandinavia does not accept any returns of pharmaceuticals and is not obligated hereto.
8. Products damaged in transit
8.1
Upon receipt of the Products, the Customer must check that the Products have not been damaged during transport. In case the Products have been or may have been damaged during transport, the Customer shall notify Nordic Medical Solutions Scandinavia at info@nordicmss.com immediately and no later than five (5) days after the Customer after delivery of the Products. Claims received after this time limit are not accepted.
8.2
Notification must be accompanied by relevant pictures of the damage and/or loss and the report made by the carrier. Claims submitted by the Customer without appropriate documentation will be rejected.
8.3
The Customer will cooperate fully and loyally with Nordic Medical Solutions Scandinavia in its efforts to establish a claim against the carrier, if necessary.
8.4
In case of a justified and properly notified complaint, Nordic Medical Solutions Scandinavia shall only be obligated, at its discretion, to remedy the defect, replace the Products or refund the price. The Customer disclaims all other remedies (including but not limited to indirect and consequential damages, etc.) in case of damages in transit.
8.5
In any case, Nordic Medical Solutions Scandinavia is not liable for damages in transit where such damages amount to less than EUR 100. The amount is calculated per Purchase Order.
9. Liability
9.1
Nordic Medical Solutions Scandinavia is liable in accordance with the ordinary rules of Danish law with the limitations and exclusions set out in these Terms and Conditions.
9.2
Nordic Medical Solutions Scandinavia is not liable to the Customer for damages for any indirect losses or claims, including but not limited to claims for damages not pertaining to the Products, loss of profit, loss of production, loss of goodwill, operating losses or any other indirect losses.
9.3
Nordic Medical Solutions Scandinavia’s total aggregated liability for any and all claims including damages and/or refund of purchase price is limited to an amount equal to the purchase price paid for the Products to which the claims relate. The aforesaid monetary limitation applies irrespective of the basis of the liability and will to the widest extent possible include claims based on acts of negligence (whether ordinary or gross negligence), strict liability, product liability, etc.
9.4
Any claims, including claims for breach, remediation of defects and delays, will be barred and obsolete 3 months following delivery of the Products, irrespective of whether the Customer was or should have been aware of the existence of the claim.
10. Third party rights
10.1
The parties agree that Nordic Medical Solutions Scandinavia assumes no liability for the Products’ possible infringement of any intellectual property rights of third parties.
10.2
In the event that the Customer receives notice or is otherwise informed of any claim, suit or demand on account of any alleged infringement of intellectual property rights of third parties relating to the Products, the Customer must promptly notify Nordic Medical Solutions Scandinavia thereof.
11. Product liability
11.1
Nordic Medical Solutions Scandinavia is not liable bodily injury or damage to products caused by the Products, save to the extent such liability cannot be excluded under applicable mandatory product liability law.
11.2
Nordic Medical Solutions Scandinavia is in no event liable for damage to property caused by the Products after delivery has taken place and/or whilst in the possession of the Customer, including but not limited to damage to products manufactured by the Customer or to products of which the Customer’s products form a part.
11.3
Nordic Medical Solutions Scandinavia’ liability will in no event exceed the purchase sum for the Products giving rise to the claim per year, except in relation to personal injury.
11.4
If Nordic Medical Solutions Scandinavia incurs product liability towards a third party that the Customer is rightfully liable for, the Customer shall indemnify Nordic Medical Solution Scandinavia if and to the same extent as the liability of Nordic Medical Solutions Scandinavia is limited in accordance with this clause 11, i.e. including but not limited to situations where Nordic Medical Solution Scandinavia is held liable towards the third party although no failure or negligence by Nordic Medical Solution Scandinavia is proven or where such failure or negligence by Nordic Medical Solutions Scandinavia is proven, but the damages to be paid by Nordic Medical Solutions Scandinavia to the third party exceeds the figures mentioned above.
NORDIC MEDICAL SOLUTIONS SCANDINAVIA APS • AXEL TOWERS • AXELTORV 2F, 5TH FLOOR • 1609 COPENHAGEN V • DENMARK • OFFICE TEL.: +45 7370 7880 • CO. REG. NO. 40641246
11.5
Nordic Medical Solutions Scandinavia is entitled to file a claim against the Customer at the same venue as a third party has filed a claim against Nordic Medical Solutions Scandinavia in relation to a dispute concerning product liability arising from the Products.
12. Adverse event reporting and recall
12.1
The Customer must within five (5) days from the time when information on an adverse event came or should have come to the Customer's knowledge provide any available information thereon to Nordic Medical Solutions Scandinavia. In this respect, an adverse event means (i) any malfunction, failure, defect or deterioration in the characteristics and/or performance of a Product, as well as any inadequacy in the labelling or the instructions for use which, directly or indirectly, has, might lead to or might have led to the death of a patient or user or of other persons or to a serious deterioration in their state of health and (ii) any technical or medical reason in relation to the characteristics or performance of a product leading to systematic recall of Products of the same type by the Customer.
12.2
If the Customer becomes aware of any other information regarding the Products, including possible infringement of intellectual property rights, that the Customer believes is reasonably likely to be of importance to Nordic Medical Solutions Scandinavia, it must immediately notify Nordic Medical Solutions Scandinavia.
12.3
Nordic Medical Solutions Scandinavia will notify the Customer immediately in the event of Nordic Medical Solutions Scandinavia’s knowledge about a product recall and will provide instructions on how to assist in returning all affected products. Nordic Medical Solutions Scandinavia may determine the recall measures required from the Customer on a recall-by-recall basis, and the Customer must comply with such measures unless such instructions are in violation of laws and regulations applicable to the Customer. Without further instruction, the Customer must provide to Nordic Medical Solutions Scandinavia any available documentation on seizure notices from public agencies and recall notices sent to the Customer's subsequent customers. The Customer bears its own cost in connection with recalls of the Products. The Customer shall provide all reasonable assistance requested by Nordic Medical Solutions Scandinavia in the conduct of a recall.
13. Taxes and other payments
13.1
Unless otherwise agreed in writing, the Customer is responsible for collection, transfer and payment of any taxes, expenses, charges, duties, fees and other payments (the “Charges”), imposed with regard to the purchase, sale, export, import and other actions with the Products, or, in general, any Charges arising out of, or incidental to, the carrying on of its own business, whether or not these Charges relate to the Products.
14. Extraordinary circumstances
14.1
Nordic Medical Solutions Scandinavia is not liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations under these Terms and Conditions due to extraordinary circumstances outside the reasonable control of Nordic Medical Solutions Scandinavia.
15. Confidentiality
15.1
The parties treats all information and documents, including prices and other delivery terms, received from the other party as well as other information relating to the business relationship between the parties as confidential and shall not use such information, or disclose it to any third party, except insofar as strictly necessary for the performance of the parties’ obligations towards each other or if expressly required by law. This obligation remains in force for 5 years following the latest purchase made by the Customer.
16. Governing law and venue
16.1
These Terms and Conditions, including disputes regarding their existence or validity, are governed by Danish law, irrespective of any conflict of laws rules, which could otherwise result in the application of the laws of another jurisdiction to the dispute, and excluding any international private law rules such as the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.2
Any dispute arising out of, or in connection, with this these Terms and Conditions, including disputes regarding their existence or validity, must be settled by the ordinary Danish courts, and if possible before the court of Frederiksberg as the court of first instance.
16.3
Notwithstanding clause 16.2, as regards Customers from countries which are not a party to a mutual convention on recognition of judgements with Denmark and which are a party to the New York Arbitration Convention, any dispute arising out of, or in connection with, these Terms and Conditions must be finally settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The Institute of Arbitration will appoint one arbitrator, who will be the chairman of the arbitral tribunal. The place of arbitration shall be Copenhagen, Denmark.
16.4
Notwithstanding the above, Nordic Medical Solutions Scandinavia will always be entitled to initiate legal proceedings at the home jurisdiction of the Customer.